Arkansas consulting independent contractor agreement template

Arkansas Consulting Independent Contractor Agreement

This Arkansas Consulting Independent Contractor Agreement ("Agreement") is made and entered into as of [Date], by and between:

• [Client Name], a [Client Business Entity Type, e.g., LLC, Corporation] with its principal place of business at [Client Address], hereinafter referred to as "Client," and
• [Contractor Name], a [Contractor Business Entity Type, e.g., Individual, LLC] with its principal place of business/mailing address at [Contractor Address], hereinafter referred to as "Contractor."

1. Independent Contractor Status

• Option A: Contractor is an independent contractor of Client. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between Client and Contractor. Contractor acknowledges their responsibility for all federal, state, and local taxes, including but not limited to income tax, self-employment tax, and any other taxes or fees applicable to an independent contractor under Arkansas law. Contractor understands they are not eligible for unemployment insurance or workers' compensation benefits through Client unless separately insured. Reference Ark. Code Ann. § 11-4-203 and Department of Workforce Services guidelines.
• Option B: (If Contractor is incorporated) Contractor is an independent contractor. Contractor represents that it is a validly existing business entity under the laws of Arkansas or another state and is solely responsible for all business-related taxes and obligations.

2. Scope of Consulting Services

• Project Goals: [Detailed Description of Project Goals]
• Phases: [Outline of Project Phases]
• Methodologies: [Specific Consulting Methodologies to be Employed]
• Expected Outcomes: [List of Expected Outcomes and Deliverables]
• Deliverables: [Detailed Description of Deliverables (e.g., reports, analyses, software)]
• Reporting Requirements:
  • Content: [Describe Content of Reports]
  • Frequency: [Specify Reporting Frequency (e.g., weekly, monthly)]
  • Format: [Specify Report Format (e.g., PDF, Word document)]
• Milestone Schedule: [List of Key Milestones and Completion Dates]
• Work Hours: [Specify any required or expected work hours]
• Work Location(s): [Specify Work Location(s), including any Arkansas-specific requirements for onsite work]
• Licensure/Registration: [List any required licenses or registrations for the consulting industry in Arkansas]

3. Service Fees and Payment

• Payment Terms:
  • Option A: Fixed Fee: [Specify Total Fixed Fee]
  • Option B: Hourly: [Specify Hourly Rate]
  • Option C: Retainer: [Specify Retainer Amount and Frequency]
  • Option D: Milestone-Based: [Specify Payment Amount per Milestone]
• Itemized Rates: [Itemize rates for different services, if applicable]
• Authorized Expenses: [List Authorized Expenses, e.g., travel, software]
  • Reimbursement Procedures: [Describe Reimbursement Procedures, including Arkansas sales/use tax compliance for expense reimbursement.]
• Payment Schedule: [Detailed Payment Schedule]
• Invoice Submission: [Describe Invoice Submission Process]
• Grace Period: [Specify Grace Period for Payment]
• Late Payment Penalties: [Specify Late Payment Penalties, if any, as permitted by Arkansas law]

4. Intellectual Property Ownership

• Option A: All tangible and intangible deliverables, data, documentation, and reports created by Contractor during this engagement shall be owned exclusively by Client.
• Option B: Client shall own all deliverables. Contractor retains a limited license to reuse generic consulting tools and materials developed prior to or independently of this project, provided no Client confidential information is disclosed.
• Compliance with Arkansas Uniform Trade Secrets Act: All confidential information is protected under Arkansas law.

5. Confidentiality and Data Privacy

• Contractor agrees to hold all Client data and proprietary information in strict confidence and to comply with all applicable Arkansas privacy and trade secret statutes.
• Contractor shall not disclose any confidential information to any third party without the express written consent of Client.
• Upon termination, all confidential information shall be returned to Client.

6. Non-Solicitation/Non-Compete (If Applicable)

• Option A: (Non-Solicitation) During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not solicit any employees or clients of Client within the geographic area of [List of Arkansas Counties or Cities].
• Option B: (Non-Compete) During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not engage in any business that directly competes with Client's [Specific Consulting Industry Context] within the geographic area of [List of Arkansas Counties or Cities]. Restrictions are narrowly tailored to be enforceable under Arkansas law.
• Option C: (No Non-Solicitation/Non-Compete) This Agreement does not include any non-solicitation or non-compete provisions.

7. Termination

• Contract Duration: [Start Date] to [End Date] (or upon completion of services).
• Termination Notice: Either party may terminate this Agreement with [Number] days written notice to the other party.
• Grounds for Early Termination:
  • Breach of Contract
  • Insolvency
  • Regulatory Issues
• Transition and Handover: [Describe steps for transition and deliverable handover]
• Final Compensation: [Describe how final compensation will be handled]
• Expense Reimbursement: [Describe how expense reimbursement will be handled upon termination]
• Return of Materials: Upon termination, Contractor shall return all Client materials and confidential data to Client. Reference Arkansas contract notice standards.

8. Liability and Risk Allocation

• Contractor's Responsibility: Contractor is responsible for errors and omissions in their work.
• Client's Responsibility: Client is responsible for the accuracy of the information provided to Contractor.
• Indemnification: [Describe Indemnification Obligations of each party]
• Insurance Requirements:
  • Professional Liability Insurance: [Specify Required Coverage Amount]
  • General Liability Insurance: [Specify Required Coverage Amount]
• Waiver of Consequential Damages: [Include Waiver or limitation of consequential damages, if agreed]

9. Dispute Resolution

• Good Faith Negotiation: The parties agree to first attempt to resolve any disputes through good faith negotiation.
• Mediation/Arbitration: If negotiation fails, the parties agree to [Choose One: Mediation or Arbitration] in [City, Arkansas].
• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas. Exclusive venue for any litigation shall be in the [County Name] County Court, Arkansas. If arbitration is selected, the Arkansas Uniform Arbitration Act shall apply.

10. Compliance Representations

• Contractor represents that they are in compliance with all applicable Arkansas professional licensing or industry certifications, local business permits, and that neither party is debarred from public contracting in Arkansas.
• Contractor has all required registrations to conduct business in the State of Arkansas.

11. Recordkeeping and Audit Rights

• Client shall have the right to inspect Contractor's records related to service fees and expenses as required for Arkansas regulatory or tax purposes.

12. Contract Modification, Waiver, and Assignment

• Any modification, waiver, or assignment of this Agreement must be in writing and signed by both parties.
• No assignment shall be permitted without written consent in compliance with Arkansas contract law.

13. Counterparts and Electronic Signatures

• This Agreement may be executed in counterparts, each of which shall be deemed an original.
• Electronic signatures shall be valid and binding under the Arkansas Uniform Electronic Transactions Act.

14. Severability

• If any provision of this Agreement is held to be invalid or unenforceable under Arkansas law, the remaining provisions shall remain in full force and effect.

15. Force Majeure

• Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, or governmental regulations affecting performance in Arkansas.
• Notice Procedures: [Specify Notice Procedures, including methods and effective dates of notice under Arkansas statutes].

16. Entire Agreement

• This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral. Integration clause referencing Arkansas law applies.

17. Accessibility and Plain Language

• This Agreement has been drafted in plain language suitable for Arkansas readers.

18. Special Provisions for Arkansas Government Entities (If Applicable)

• Contractor shall adhere to Arkansas procurement standards, non-discrimination policies, and disclosure of conflicts of interest as required by the Arkansas Governmental Ethics Law.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Client Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Contractor Name]

By: [Contractor Name]

Title: [Contractor Title, if applicable]